Hyakujushi Bank : NOTICE OF CONVOCATION OF THE 154TH ANNUAL GENERAL MEETING OF SHAREHOLDERS（236KB）

These documents are partial translations of the Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code: 8386) June 7, 2023 (Start Date of Measures for Electronic Provision: June 1, 2023)

To Shareholders with Voting Rights:

Yujiro Ayada

President

The Hyakujushi Bank, Ltd.

5-1,Kamei-cho, Takamatsu,

Kagawa, Japan

NOTICE OF CONVOCATION OF

THE 154TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to inform you that we will hold the 154th Annual General Meeting of Shareholders (the "Meeting") of The Hyakujushi Bank, Ltd. (the "Bank"). The Meeting will be held for the purposes as described below.

In convening the Meeting, we have taken measures for electronic provision, posting information contained in the Reference Documents for the General Meeting of Shareholders (the "matters subject to measures for electronic provision") on our website on the Internet as "NOTICE OF CONVOCATION OF THE 154TH

ANNUAL GENERAL MEETING OF SHAREHOLDERS."

The Bank's website

https://www.114bank.co.jp/ir/annual_report_shareholders_meeting/

The matters subject to measures for electronic provision are also posted on the website of Tokyo Stock Exchange (TSE) on the Internet. Please access the TSE website (Listed Company Search) below, enter "Hyakujushi Bank" in the "Issue name (company name)" or "8386" in the "Code" and click "Search," and then select "Basic information" followed by "Documents for public inspection/PR information" to view such matters.

TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the Meeting, you can exercise your voting rights via the Internet or in writing (by post). Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision and exercise your voting rights by 5:00 p.m. on Wednesday, June 28, 2023, Japan Standard time (JST) following the Instructions for the Exercise of Voting Rights.

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1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. JST

2. Place:

5F Hall, Head Office of the Bank, 5-1,Kamei-cho, Takamatsu, Kagawa, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report and the Non-consolidated Financial Statements for the

Bank's 154th Fiscal Year (from April 1, 2022 to March 31, 2023)

2. The Consolidated Financial Statements for the Bank's 154th Fiscal Year (from April 1, 2022 to March 31, 2023) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee Members)

Proposal No. 3: Election of Seven (7) Directors serving as Audit and Supervisory Committee Members

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

Concerning the appropriation of surplus, under the Bank's basic policy of providing dividends by considering a stable return of profits to the shareholders, upon a comprehensive deliberation on the degree of enhancement of internal reserve, profitability condition, and management environment, etc., the Bank proposes that the year- end dividends for the fiscal year under review be paid as follows.

1. Matters concerning year-end dividends
2. 1. Type of dividend property Cash
   2. Matters concerning the allotment of dividend property to shareholders and the total amount 40 yen per share of common stock, for a total of 1,159,844,520 yen
      As a result, dividends to be paid for the full year, including the interim dividend (35 yen per share) already paid, will be 75 yen per share (an increase of 5 yen year over year).
   3. Effective date of distribution of surplus June 30, 2023
3. Other matters concerning the appropriation of surplus
4. 1. Item and amount of surplus to be increased

General reserve	6,000,000,000 yen
(2) Item and amount of surplus to be decreased
Retained earnings brought forward	6,000,000,000 yen

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Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee Members)

The term of office of all of the eight (8) current Directors (excluding Directors serving as Audit and Supervisory Committee Members; hereinafter the same applies within this proposal) will expire at the close of this Meeting. Therefore, the election of eight (8) Directors is proposed.

The Audit and Supervisory Committee has considered the proposal and came to the conclusion that there were no special matters that needed to be presented at the General Meeting of Shareholders in accordance with the Companies Act.

The candidates for Director are as follows:

No.		Name		Current position, etc. at the Bank	Board
		attendance
1	Yujiro Ayada	(Reappointment)	(Male)	President	12/12
(Representative Director)	(100%)
2	Ryohei Kagawa	(Reappointment)	(Male)	Director, Deputy President and CCO	12/12
(Representative Director)	(100%)
				Director and Senior Managing	12/12
3	Kiichiro Oyama	(Reappointment)	(Male)	Executive Officer
(100%)
				(Representative Director)
4	Masakazu Toyoshima	(Reappointment)	(Male)	Director and Managing Executive	12/12
Officer	(100%)
5	Hiroyuki Kurokawa	(Reappointment)	(Male)	Director and Managing Executive	12/12
Officer	(100%)
6	Hideaki Kanamoto	(Reappointment)	(Male)	Director and Managing Executive	12/12
Officer	(100%)
7	Kazuhito Tada	(Reappointment)	(Male)	Director and Managing Executive	9/9
Officer	(100%)
8	Masashi Mori	(Reappointment)	(Male)	Director and Managing Executive	9/9
Officer	(100%)

1. The Board of Directors decided each candidate for Director upon the deliberation and reporting of the Nomination and Remuneration Governance Committee, which is chaired by an Outside Director who is an Independent Director, and comprising a majority of Outside Directors who are Independent Directors.
2. The CCO (Chief Compliance Officer) provides centralized management of the overall compliance of the Bank.

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	Name				Number of	Number of
		Careers, positions, responsibilities,	years in	shares of	Board
No. (Date of birth
	and significant concurrent positions	office as	the Bank	attendance
	and age)
				Director	held
		Apr.	1982	Joined the Bank
		Mar. 2006	General Manager, Ritsurin Branch,
				the Bank
		Apr. 2008	General Manager, Nagoya Branch,
				the Bank
		Apr.	2010	General Manager, Business
				Management Division, the Bank
		Apr.	2012	Executive Officer and General
	Yujiro Ayada			Manager, Tokyo Branch and
	(May 10, 1959)			General Manager in charge of	8 years (at
(64)			Tokyo Public Affairs, the Bank		12/12
		the close of	52,266
		Apr.	2014	Managing Executive Officer, the
		this	shares	(100%)
	Reappointment			Bank
			Meeting)
		Jun.	2015	Director and Managing Executive
	(Male)
			Officer, the Bank
		Apr.	2016	Director and Senior Managing
				Executive Officer, the Bank
1		Apr.	2017	President, the Bank (to present)
	(Responsibility)
		Auditing Division
		(Significant concurrent position)
		Chairman, Kagawa Prefecture Bankers
		Association

Reasons for nomination as a candidate for Director

Yujiro Ayada has served as Director and Managing Executive Officer since Jun. 2015, Director and Senior Managing Executive Officer since Apr. 2016, and President since Apr. 2017 after having served as General Manager of Business Management Division, and General Manager of Tokyo Branch, etc. He has demonstrated strong management capability in overall bank management, and is appropriately fulfilling his responsibilities and duties. The Bank has determined that he can contribute to the development of the Bank with his wealth of knowledge, broad experience, and excellent judgment and be expected to strengthen the Board of Directors' decision-making and monitoring/supervisory functions. Therefore, the Bank requests his election as Director.

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